Exhibit 10.2


 


SECOND AMENDMENT TO

INVESTOR RIGHTS AGREEMENT


This SECOND AMENDMENT, dated as of July
18, 2018 (this “Second Amendment”), to the Investor Rights Agreement, dated as of September 11, 2017 (as it
may be amended from time to time, the “Investor Rights Agreement”), is entered into between Oncobiologics, Inc.,
a Delaware corporation (the “Company”), and GMS Tenshi Holdings Pte. Limited, a Singapore private limited company
(the “Investor” and, collectively with the Company, the “Parties”). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Investor Rights Agreement.


WHEREAS, the Company and the Investor entered
into the Investor Rights Agreement;


WHEREAS, Section 8.7 of the Investor
Rights Agreement permits the Parties to amend the Investor Rights Agreement by an instrument in writing signed on behalf of the
Company and the Investor;


WHEREAS, the Company and Investor entered
into that certain Purchase Agreement, dated as of May 11, 2018 (the “2018 Purchase Agreement”), pursuant to
which, subject to the terms and conditions contained therein, Investor purchased from the Company, and the Company issued to Investor,
the Common Shares and the Warrants (each as defined therein);


WHEREAS, in connection therewith, the Company
and the Investor entered into an Amendment to Investor Rights Agreement, dated as of May 11, 2018 (the “First Amendment")
to amend the definition of Common Shares in the Investor Rights Agreement;


WHEREAS, the Company and Investor are entering
into that certain Exchange Agreement, dated as of the date hereof (the “Exchange Agreement”), pursuant to which,
subject to the terms and conditions contained therein, Investor will exchange the Exchanged Securities for the New Preferred of
the Series A-1 Preferred (each as defined therein); and


WHEREAS, in connection therewith, the Company
and the Investor desire to amend the Investor Rights Agreement as provided herein.


NOW, THEREFORE, in consideration of the
foregoing and the respective representations, warranties, covenants and agreements contained herein, and intending to be legally
bound hereby, the Company and the Investor hereby agree as follows:


1.            Amendment
of Definition of Common Shares in the Investor Rights Agreement. Notwithstanding the amended definition found in the First
Amendment to the Investor Rights Agreement, the definition of “Common Shares” in Article VIII of the Investor
Rights Agreement is hereby amended and restated as follows: “means the Preferred Shares, the Series A-1 Preferred (including
the New Preferred, as each term is defined in the Exchange Agreement), and shares of Common Stock issuable upon conversion of
the Preferred Shares, the Series A-1 Preferred (including the Conversion Shares, as such term is defined in the Exchange Agreement)
and exercise of the Warrants, together with any shares of Common Stock (including, as each term is defined in the 2018 Purchase
Agreement, the Common Shares, Warrants and Warrant Shares) otherwise held by the Shareholder, any Affiliate Shareholder and any
Transferee Shareholder at any time following the date of this Agreement”.




     


     


    




 


2.            Representations
and Warranties. Each of the Company and the Investor represents and warrants that (a) it has the corporate power and authority
to execute and deliver this Amendment and (b) this Amendment constitutes the legal, valid and binding obligation of each of
the above parties, enforceable against each such party in accordance with its terms, subject to the Enforceability Exceptions.


3.            No
Other Modification. The Investor Rights Agreement shall not be modified by this Amendment in any respect except as expressly
set forth herein.


4.            Miscellaneous.
Sections 8.5 (Interpretation; Headings), 8.6 (Severability), 8.7 (Entire Agreement; Amendments),
8.13 (Waiver), 8.8 (Assignment; No Third Party Beneficiaries), 8.10 (Governing Law; Consent
to Jurisdiction; Waiver of Jury Trial) and 8.11 (Counterparts) of the Investor Rights Agreement are hereby incorporated
into this Amendment mutatis mutandis as if set forth in full herein.


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IN WITNESS WHEREOF, the Company and
the Investor have caused this Amendment to be executed as of the date first written above by their respective officers thereunto
duly authorize.


	 	Oncobiologics, Inc.
	 	 
	 	By:	/s/ Lawrence A. Kenyon
	 	 	Name:	Lawrence A. Kenyon
	 	 	Title:	Chief Financial Officer and Interim Chief Executive Officer





	 	GMS Tenshi Holdings Pte. Limited
	 	 	 
	 	By:	/s/ Faisal G. Sukhtian
	 	 	Name:	Faisal G. Sukhtian
	 	 	Title:	Director







[Signature Page to Second Amendment to Investor
Rights Agreement]